“I can’t even say the word storyboard; I want to vomit.” Such a statement may seem odd coming from 12 Years a Slave director Steve McQueen, whose films are renowned for their visual precision and their carefully paced long takes. But, believe it or not, this most exacting of directors often likes to arrive on set not knowing what, exactly, he’s going to shoot. Or how. “For me, it’s all about trusting the location and the actors, and embracing what you find,” he says.

McQueen honed that approach working in the world of short films and art installations, before making the leap to features with 2008’s Hunger, about a jailed IRA operative, and 2011’s Shame, about a sex addict in modern New York. Even so, those were smaller, insular films. 12 Years aSlave, on the other hand, is an elaborate period piece — an epic based on the experience of Solomon Northup (Chiwetel Ejiofor), a free African-American man who was abducted and sold into slavery in the pre–Civil War South. The director’s most ambitious film to date, it pushed his almost improvisatory style to the limit.

Cinematographer Sean Bobbitt, who worked on all three of McQueen’s features and some of his short installation works, says that this “surprise element” is key to the process. “Not until the actors walk on set does it all come together. You think you know what might happen, but you’re always surprised; rehearsals are always in a bare room, so even the actors don’t even know what they’re going to do.” Then, once they see the actors perform on set, McQueen and his team break the scene down very quickly into its component shots.

Being able to work this way requires creating a very real world on location. For production designer Adam Stockhausen (Moonrise Kingdom), that meant extensive research into a period — the 1840s and 50s — in which photography was still nascent. “We had endless photographs from the period right after our period,” Stockhausen recalls. “So, we often had to look at images from about eleven years after our time period, try to figure out what was anachronistic, and strip it out.” (They also looked at paintings of New Orleans plantations, as well as the book The Back of the Big House: The Architecture of Plantation Slavery by John Michael Vlach.) The plantation sets not only had to meet McQueen’s demands for being able to shoot 360 degrees, in every direction, but also had to look and feel functional — an enormous challenge for a period film. “If you’re shooting something one day, and suddenly you want to go to that other building that’s 75 feet away, and shoot around that, you need to be able to do so,” says Stockhausen. “We had to create a world we could walk around in.”

That world also had to sound right. “I’d never been to Louisiana before,” says McQueen. “I flew over in the middle of reading the book [12 Years a Slave, Northup’s memoir of his enslavement]. I was struck by the sound. The cicadas were like a choir.” The sound of those cicadas — not to mention the frogs, the birds, and the flies — became an important part of the texture of the film. Editor Joe Walker recalls: “We sent Kirk Francis [the film’s sound mixer] towards the end of the shoot to record in the fields. We had multiple microphones on them, so that you could hear the swells of those insects. It was like the rising and falling of an orchestra.”

That background noise practically becomes another character in the film. “Early on, Steve and I talked about the blanket of the cicadas, contrasted with the harsh, violent sounds of what people are doing to each other,” says sound designer Leslie Shatz. He also recalls having to completely redo the sound in one scene all over again, because “the swell of cicadas seemed to be slightly off,” thus changing the whole emotional texture of the scene. “Sound works on that subliminal, subconscious level,” says Shatz. “It can infect you, seep into you, lull you, or jar you.”

“Simplicity and Beauty”

While McQueen doesn’t like to storyboard or precisely plan out his shots in advance, he does like to have broader discussions with his team. “We talk about art and vision and ideology — everything you can possibly imagine,” says Bobbitt. One point of reference early on was the art of American artist Kara Walker, whose black paper silhouettes depict American race relations and the history of slavery in both ironically playful and grotesque ways. They were an important visual reference for the filmmakers, “because of her art’s anger and humor and honesty,” says Bobbitt.

Even though Bobbitt and McQueen didn’t set out to consciously evoke Walker’s style, their fascination with her work fed their own use of darkness and silhouettes. The cinematographer points to the scene where Solomon is first beaten, with a wooden panel, in Washington, D.C., after waking up in chains: “We’re seeing Solomon’s reaction, but he’s hidden in the shadow. That allows us to project our feelings onto him. The audience has to search the frame a bit. Once you get them engaged like that, I think that heightens their emotional involvement.”

Almost the whole scene is played out from this one angle — looking at Solomon from the front, so that we don’t really see what the paddle is doing to his back. The shot could be so much more graphic — there is no blood or broken skin to be seen — and yet it’s one of the film’s most violent moments. In part, because the audience so viscerally shares Solomon’s disbelief. “That was the first instance of violence in the film,” McQueen says. “I wanted us to experience it the way Solomon experiences it — so sudden, so quick."

Over the years, McQueen has relied on Bobbitt’s versatility with the camera: Having spent decades as a news cameraman, the cinematographer is as comfortable doing static long takes as he is doing handheld, vérité-inflected shots. Sometimes, this allows them to discover key moments that didn’t previously exist. Take, for example, the scene where Solomon burns the letter he was writing to be smuggled home to his family. “The shot itself was supposed to be just of Chiwetel’s face lit by the burning paper,” Bobbitt recalls. But as the actor dropped the letter, Bobbitt instinctively panned down to see the letter in flames. McQueen was immediately fascinated, and they decided to include a shot of the letter burning away into the night, resulting in one of the film’s most visually resonant moments. “The original angle wasn’t quite right, but we realized it could be quite fantastic,” Bobbitt says.

The image of the letter burning away in the night is a ravishing one, made heartbreaking by our knowledge of the contents of the letter. It is perhaps a perfect encapsulation of the two words that Bobbitt says kept coming up in their discussions of 12 Years a Slave: “Simplicity and beauty … We wanted to use the natural beauty of this world as a counterpoint to the degradation of slavery.”

It raises the question, one that some critics have asked: Should (or can) a film about slavery be visually beautiful? “Think of Goya,” McQueen says. “He painted the most horrendous acts of violence of his era, in the most beautiful way. The beauty was a way of saying, ‘Look at this, I want your attention.’” (The comparison to the Spanish painter, by the way, is one our own David Edelstein makes in his review of the film.)

"People say that this film is hard to watch,” says Shatz about the film’s sound design. “I’ve worked on a lot of movies — movies where people’s arms are chopped off, blood spurting, etc. So I’m curious why this film in particular is hard to watch. And I think the answer is because we are drawing you in, close as we can. You can’t reject it: You can’t say, 'This isn’t real, so I don’t have to invest in it.' I feel like the sound helps with that. The fact that the sound is not over the top — the fact that it’s tempered — makes it hard to put your distance from the film. So, I think it’s great that people are saying it’s difficult to watch. It makes me feel like what I do means something."

The Power of Uncomfortably Long Takes

There was one key sequence, however, that McQueen visualized in advance. In one of the film’s toughest scenes, Solomon is hung by a group of men led by the carpenter Tibeats (Paul Dano). The men are chased off, and Solomon’s feet come back down to earth … barely; he’s left hanging there all day, standing on his tiptoes, trying not to suffocate. McQueen uses lengthy static takes — one of them a wide shot that seems to go on forever — to convey the paralyzing agony Solomon is going through. “In my head, I felt I knew how I wanted to shoot that,” McQueen says. “I wanted to get across the idea that this is not the first time this has happened. The others don’t even look at him. It’s part of the everyday life of a slave.”

Walker adds that McQueen and Bobbitt’s approach to this scene recalls an earlier film of the director’s: In the short documentary Western Deep, McQueen portryed a South African mine known for being the deepest in the world. The mine also employed an all-black labor force and was run in pretty much the same way as it had been during Apartheid. “Steve and Sean were filming, and people didn’t look at them,” editor Walker says. “The workers there had to turn a blind eye to misery. I think that made an impression on them, how anonymous it was. Here was a whole crowd of people who had learned not to challenge by looking at things.”

Again, however, the approach required logistical challenges for the art department. “That tree drove the decision to shoot at that house,” Stockhausen recalls, “We went driving across Louisiana trying to find it, and it was really, the combination of that tree and that house. Then, with Steve and Sean, we thought, ‘Now, how do we create the rest of this environment, so that this scene will work and everything else will make sense?’”

The discomfort that these lengthy shots cause in the audience was very intentional. “When we tested the film, a lot of people came back and said these shots are too long,” Bobbitt says. “To Steve’s credit, he said, ‘No, they’re exactly right.’ Through his artwork Steve has learned many things, and one of them is the power of holding a shot. People should feel uncomfortable during this scene. The passage of time is so important: Solomon’s life has been on the cusp for many hours. He should not be alive.”

To create that discomfort, Walker adds, “we had to get the timing right, and we also had to play with the sound.” He notes that at one point, it practically disappears. “The music cuts out, and we’re left with the cicadas.” This scene allowed McQueen, Walker, and sound designer Shatz to use audio in an expressionistic manner. For example, at one point, Solomon hears children playing behind him. “Steve had the idea of putting the sound of kids playing earlier, before we see them,” Shatz explains. “So at first, it’s almost like a dream. You begin to wonder, ‘Is Solomon dreaming about his own children?’ Then you see the kids playing right behind him. That’s the emotional tipping point for me.”

McQueen’s fondness for long takes expresses itself again later in the film, in a completely opposite context, during a climactic scene in which the brutal, psychotic slave owner Epps (Michael Fassbender) tries to force Solomon to whip Patsey (Lupita Nyong’o). There, McQueen relied again on Bobbitt’s experience as a news cameraman to go handheld, moving back and forth between Epps, Solomon, and Patsey. “That sort of handheld shot is what I live for,” says Bobbitt. “I’ve had a camera on my shoulder for 30 years now, and a lot of it is second nature, muscle memory. It also gives the actors an edge. The camera could come back to them at any moment, so they have to constantly be in the scene. It becomes theatrical, in a sense.

But for all that, one of the most powerful long takes in the film didn’t require any outside realism or period-perfect sets. In fact, it was shot in a parking lot. One concern during production had been whether they were measuring the passage of the years in the right way. “We didn’t want to put up captions saying ‘Year 3,’ ‘Year 4,’ or whatever, because then the audience might count down in their heads,” says Walker. So, they decided to add one very unique shot: “Chiwetel under a tree, just looking around — off to the distance, and at one point at the camera.” The scene wasn’t in the script; the filmmakers hoped that the close-up would poetically represent the journey of twelve years on Solomon’s face. And so, after the shoot had effectively wrapped, an extremely streamlined crew — McQueen, Walker, Bobbitt, and his camera assistants — met Ejiofor in a parking lot right outside the cutting room. “All we needed was a tree,” Walker says. “It was a Saturday, a day before the cameras were to be sent back. No craft services, no sound. We all arrived in cars on a day off. We did the shot, right there in the parking lot. And the hairs on the backs of our necks all went up. Then we got back in our cars, and went to dinner.”

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